"With this acquisition, we further expand our market leadership position
as the largest Canadian provider of both workers' compensation services
and broader, integrated absence management solutions," said Zahid
Salman, Executive Vice President of Morneau Shepell responsible for the
Ontario and Western Canada Regions, as well as the Organizational
Health Solutions line of business. "It is also in line with our stated
strategy to grow our business profitably through acquisitions that
complement our existing service offerings or expand our market
presence."

"Through this acquisition, Morneau Shepell gains more than 150 employees
in Montréal and Québec City, more than 12,000 client companies, 18
prevention mutual groups, and annual revenue of more than $20 million
at comparable margins," said Julien Ponce, Executive Vice-President for
Morneau Shepell responsible for the Québec and Atlantic Canada Regions.
"We become the clear leader in the prevention mutual group business and
are in an even better position to meet the demand for workers'
compensation services across the country."

"Quebec remains a key market for our integrated human capital management
services," said Greg Secord, President of the Employer Services
Division of ADP Canada. "This agreement allows us to focus on our core
service offering to employers, and we are confident the Groupe AST
clients will continue to be well-served by Morneau Shepell. We thank
the Groupe AST team for their contributions, and we wish them luck in
the future."

The purchase price in the amount of $32 million for Groupe AST will be
financed through Morneau Shepell's existing credit facility and two
vendor take-back notes in the amount of $5 million.

The purchase will be discussed further during Morneau Shepell's 2013
fourth quarter and year end conference call on Wednesday, March 5,
2014, at 1:00 p.m. ET, with Bill Morneau, Executive Chairman, Alan
Torrie, President and CEO, and Scott Milligan, Chief Financial Officer.

The conference call is open to all those wishing to attend, with a
Question and Answer period to follow the presentation. In order to
participate in the live conference call, please call 416.340.2217
(participant code 8927592) in the Toronto area, or 1.866.696.5910
(participant code 8927592) throughout the rest of Canada. A replay of
the call will be available via the Morneau Shepell Web site at morneaushepell.com.

About Morneau Shepell Inc.

Morneau Shepell is the largest company in Canada offering human
resources consulting and outsourcing services. The Company is the
leading provider of Employee and Family Assistance Programs, the
largest administrator of pension and benefits plans and the largest
provider of integrated absence management solutions in Canada. Through
health and productivity, administrative, and retirement solutions,
Morneau Shepell helps clients reduce costs, increase employee
productivity, and improve their competitive position. Established in
1966, Morneau Shepell serves more than 8,000 clients, ranging from
small businesses to some of the largest corporations and associations
in North America. With approximately 3,300 employees in offices across
North America, Morneau Shepell provides services to organizations
across Canada, in the United States, and around the globe. Morneau
Shepell is a publicly-traded company on the Toronto Stock Exchange
(TSX: MSI). For more information, visit morneaushepell.com.

About ADP Canada

ADP Canada Co. is a leading provider of human resources, payroll and benefits
solutions that power organizations to drive business success. For more
information about ADP Canada or to contact a local ADP Canada sales
office, call us at 1 866-228-9675, visit us at adp.ca or follow us on Twitter @ADP_CDA.

About ADP

With more than $11 billion in revenues and more than 60 years of
experience, ADP® (NASDAQ: ADP) serves approximately 620,000 clients in
more than 125 countries. As one of the world's largest providers of
business outsourcing and Human Capital Management solutions, ADP offers
a wide range of human resource, payroll, talent management, tax and
benefits administration solutions from a single source, and helps
clients comply with regulatory and legislative changes, such as the
Affordable Care Act (ACA). ADP's easy-to-use solutions for employers
provide superior value to companies of all types and sizes. ADP is
also a leading provider of integrated computing solutions to auto,
truck, motorcycle, marine, recreational vehicle, and heavy equipment
dealers throughout the world. For more information about ADP, visit
the company's Web site at www.adp.com.

Forward-Looking Statements

This news release contains "forward-looking statements" within the
meaning of applicable securities laws, such as statements concerning
anticipated future events, results, circumstances, performance or
expectations that are not historical facts. Use of words such as "may",
"will", "expect", "believe", or other words of similar effect may
indicate a "forward-looking" statement. These statements are not
guarantees of future performance and are subject to numerous risks and
uncertainties, including those described in the Company's publicly
filed documents (available on SEDAR at www.sedar.com) and in the firm's MD&A under the heading "Risks and Uncertainties".
Those risks and uncertainties include ability to maintain profitability
and manage growth, reliance on information systems and technology,
reputational risk, dependence on key clients, reliance on key
professionals and economic conditions. Many of these risks and
uncertainties can affect the firm's actual results and could cause the
Company's actual results to differ materially from those expressed or
implied in any forward-looking statement made by the Company or on the
firm's behalf. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a prediction
of actual results. All forward-looking statements in this news release
are qualified by these cautionary statements. These statements are made
as of the date of this news release and, except as required by
applicable law, the Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Additionally, the Company
undertakes no obligation to comment on analyses, expectations or
statements made by third parties in respect of the Company, its
financial or operating results or its securities.